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SEC FILE NUMBER
0-13117
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CUSIP NUMBER
594915 20 9
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X]Form 10-KSB [_]Form 20-F [_]Form 11-K [_]Form 10-QSB [_]Form N-SAR
For Period Ended: March 31, 1998
[_] Transition Report on Form 10-K Transition Report on Form 10-Q
[_] Transition Report on Form 20-F Transition Report on Form N-SAR
[_] Transition Report on Form 11-K
For the Transition Period Ended:_______________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN. If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates:
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PART I -- REGISTRANT INFORMATION
MicroFrame, Inc.
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Full Name of Registrant
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Former Name if Applicable
21 Meridian Road
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Address of Principal Executive Office (Street and Number)
Edison, New Jersey 08820
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
| be filed on or before the fifteenth calendar day following the
[X] | prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12-b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
SEE ATTACHMENT A
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
<PAGE>
PART IV -- OTHER INFORMATION
1. Name and telephone number of person to contact in regard to
this notification
John F. McTigue 732 494-4440
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(Name) (Area Code) (Telephone Number)
2. Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s) [X] Yes [_] No
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3. Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof? [X] Yes [_] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of results cannot be made.
SEE ATTACHMENT B
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MicroFrame, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date June 29, 1998 By: /s/ John F. McTigue
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John F. McTigue, Chief Financial Officer
<PAGE>
ATTACHMENT A
PART III - NARRATIVE
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended March
31, 1998 (the "Annual Report") could not be filed within the prescribed time
period since the Company, which is a small company with limited resources and a
small accounting staff, is in the process of negotiating a substantial
acquisition which has been previously reported. The Chief Financial Officer is
actively involved in these negotiations and his attention is vital to the
ongoing negotiations. As a result, a substantial portion of the Annual Report,
including the financial statements of the Company for the fiscal year ended
March 31, 1998 and the notes thereto, have not yet been completed.
<PAGE>
ATTACHMENT B
PART IV - OTHER INFORMATION
The Registrant anticipates reporting that the results of operations for the
fiscal year ended March 31, 1998 have improved over the results of operations
for the fiscal year ended March 31, 1997. Revenue for the year ended March 31,
1998 is anticipated to be approximately $10,218,000 as compared with revenue of
$7,343,624 for the fiscal year ended March 31, 1997 and income before taxes for
the fiscal year ended March 31, 1998 is anticipated to be approximately $407,000
as compared with income before taxes of $201,286 for the fiscal year ended March
31, 1997, principally as a result of increased sales.
